Common use of Solicitations as Agents Purchases as Principal Clause in Contracts

Solicitations as Agents Purchases as Principal. (a) Solicitations as Agents. In connection with your actions as selling agents upon appointment pursuant to a Selling Agency Invitation, you agree to use reasonable efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Time of Sale Information as then amended or supplemented. The Bank reserves the right, in its sole discretion, to instruct you to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of at least one business day’s prior notice from the Bank, you will forthwith suspend solicitations of offers to purchase Notes from the Bank until such time as the Bank has advised you that such solicitation may be resumed. While such solicitation is suspended, neither the Bank nor Holding shall be required to deliver any certificates, opinions or letters in accordance with Sections 6(a), 6(b) and 6(c); provided, however, that if the Registration Statement, Prospectus, or ABN Notes Prospectus Supplement is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for (i) the specific terms of the Notes, or (ii) for a change you deem to be immaterial), you shall not be required to resume soliciting offers to purchase Notes until the Bank and Holding have delivered such certificates, opinions and letters as you may request. The Bank agrees to pay to you, as consideration for the sale of each security resulting from a solicitation made or an offer to purchase received by you in connection with an offering in which you were appointed as a selling agent under a Selling Agency Invitation, a commission in the form of a discount from the purchase price of such security equal to between 0.5% and 4% (depending upon such Note’s maturity) of the principal amount of such Note (provided that the commission for Notes having a maturity of 30 years or greater will be negotiated) or such other discount as may be specified in the Time of Sale Information or Selling Agency Invitation relating to such Note. You shall communicate to the Bank, orally or in writing, each offer to purchase Notes received by you as agent that in your judgment should be considered by the Bank. The Bank shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. You shall have the right to reject any offer to purchase Notes that you consider to be unacceptable, and any such rejection shall not be deemed a breach of your agreements contained herein. The procedural details relating to the issue and delivery of Notes sold by you as agent and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined).

Solicitations as Agents Purchases as Principal. (a) Solicitations as Agents. In connection with your actions as selling agents Agents upon appointment pursuant to a Selling Agency InvitationInvitation or other reasonable means as agreed by the parties, you agree to use reasonable efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Time of Sale Information as then amended or supplemented. The Bank Issuer reserves the right, in its sole discretion, to instruct you to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of at least one business day’s prior notice from the BankIssuer, you will forthwith suspend solicitations of offers to purchase Notes from the Bank Issuer until such time as the Bank Issuer has advised you that such solicitation may be resumed. While such solicitation is suspended, neither the Bank nor Holding Issuer shall not be required to deliver any certificates, opinions or letters in accordance with Sections 6(a), 6(b) and 6(c); provided, however, that if the Registration Statement, Prospectus, or ABN Notes Prospectus Supplement is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for (i) the specific terms of the Notes, or (ii) for a change you deem to be immaterial), you shall not be required to resume soliciting offers to purchase Notes until the Bank and Holding have Issuer has delivered such certificates, opinions and letters as you may request. The Bank If the Issuer agrees to pay to you, as consideration for the sale of each security resulting from a solicitation made or an offer to purchase received by you in connection with an offering in which you were appointed as a selling agent Agent under a Selling Agency InvitationInvitation or other reasonable means as agreed by the parties, a commission or other discount, such arrangement will be specified in the Preliminary Prospectus and Prospectus relating to such Note. Subject to compliance with any applicable laws and regulations, including the rules of FINRA, you may use all or a portion of the commission paid to you by the Issuer in connection with an offering of the Notes as contemplated by this Section ‎3 to pay other dealers you have appointed in connection with such offering in the form of a discount from the purchase price of such security equal to between 0.5% and 4% (depending selling concessions, additional fees payable upon such Note’s maturity) maturity of the principal Notes based on the performance of the Notes sold and/or additional fees payable annually based on the amount of Notes sold by such dealer in a particular calendar year; provided that the aggregate amount of such Note (provided that selling concessions and additional fees paid to all dealers for an offering shall not exceed 8% of the commission for Notes having a maturity of 30 years or greater will be negotiated) or offering proceeds from such other discount as may be specified in the Time of Sale Information or Selling Agency Invitation relating to such Noteoffering. You shall communicate to the BankIssuer, orally or in writing, each offer to purchase Notes received by you as agent that in your judgment should be considered by the BankIssuer. The Bank Issuer shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part, and any such rejection will not be deemed a breach of the Issuer’s agreements contained herein. You shall have the right to reject any offer to purchase Notes that you consider to be unacceptable, and any such rejection shall not be deemed a breach of your agreements contained herein. The procedural details relating to the issue and delivery of Notes sold by you as agent and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined).

Solicitations as Agents Purchases as Principal. (a) Solicitations as Agents. In connection with your actions as selling agents upon appointment pursuant to a Selling Agency InvitationInvitation or other reasonable means as agreed by the parties, you agree to use reasonable efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Time of Sale Information as then amended or supplemented. The Bank Issuer reserves the right, in its sole discretion, to instruct you to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of at least one business day’s prior notice from the BankIssuer, you will forthwith suspend solicitations of offers to purchase Notes from the Bank Issuer until such time as the Bank Issuer has advised you that such solicitation may be resumed. While such solicitation is suspended, neither the Bank Issuer nor Holding the Guarantor shall be required to deliver any certificates, opinions or letters in accordance with Sections 6(a), 6(b) and 6(c); provided, however, that if the Registration Statement, Prospectus, or ABN Notes Prospectus Supplement is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for (i) the specific terms of the Notes, or (ii) for a change you deem to be immaterial), you shall not be required to resume soliciting offers to purchase Notes until the Bank Issuer and Holding the Guarantor have delivered such certificates, opinions and letters as you may request. The Bank Issuer agrees to pay to you, as consideration for the sale of each security resulting from a solicitation made or an offer to purchase received by you in connection with an offering in which you were appointed as a selling agent under a Selling Agency InvitationInvitation or other reasonable means as agreed by the parties, a commission in the form of a discount from the purchase price of such security equal to between 0.50.05% and 48% (depending upon such Note’s maturity) of the principal amount of such Note (provided that the commission for Notes having a maturity of 30 years or greater will be negotiated) or such other discount as may be specified in the Time of Sale Information or Selling Agency Invitation relating to such Note. Subject to compliance with any applicable laws and regulations, including the rules of FINRA, you may use all or a portion of the commission paid to you by the Issuer in connection with an offering of the Notes as contemplated by this Section 3 to pay other dealers you have appointed in connection with such offering in the form of selling concessions, additional fees payable upon maturity of the Notes based on the performance of the Notes sold and/or additional fees payable annually based on the amount of Notes sold by such dealer in a particular calendar year; provided that the aggregate amount of such selling concessions and additional fees paid to all dealers for an offering shall not exceed 8% of the offering proceeds from such offering. You shall communicate to the BankIssuer, orally or in writing, each offer to purchase Notes received by you as agent that in your judgment should be considered by the BankIssuer. The Bank Issuer shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. You shall have the right to reject any offer to purchase Notes that you consider to be unacceptable, and any such rejection shall not be deemed a breach of your agreements contained herein. The procedural details relating to the issue and delivery of Notes sold by you as agent and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined).

Solicitations as Agents Purchases as Principal. (a) Solicitations Subject to the terms and conditions stated herein, the Issuer hereby appoints each of the Agents as Agentsan agent of the Issuer for the purpose of soliciting or receiving offers to purchase the Securities from the Issuer by others. In connection Except as otherwise provided herein, so long as this Agreement shall remain in effect with your actions as selling agents upon appointment respect to any Agent, the Issuer shall not, without the consent of any such Agent, solicit or accept offers to purchase, or sell, Securities or any other debt securities with a maturity at the time of original issuance of 9 months or more ("Medium-Term Debt Securities") except pursuant to this Agreement and any Terms Agreement, or except pursuant to a Selling Agency Invitationprivate placement not constituting a public offering under the Act or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous offering of Medium-Term Debt Securities. However, you the Issuer reserves the right (i) to sell, and may solicit and accept offers to purchase, Securities and Medium-Term Debt Securities directly on its own behalf to investors (subject to no fee or commission) at any time, (ii) upon five business days' prior notice to, and with the prior consent of, each of the Agents, to appoint other persons, partnerships or corporations ("Additional Agents") to act as its agent to solicit offers for the purchase of Securities or Medium-Term Debt Securities pursuant to this Agreement, provided that each Additional Agent shall execute this Agreement and become a party hereto and thereafter the term "Agent" as used in this Agreement shall mean the Agents and such Additional Agents, and (iii) to accept a specific offer to purchase Securities or Medium-Term Debt Securities solicited by an agent other than the Agents (each an "Other Agent"), without obtaining the prior consent of any of the Agents, provided that (x) the Issuer shall give each of the Agents notice of its decision to accept such an offer to purchase Securities or Medium-Term Debt Securities in advance of such acceptance, and (y) any Other Agent shall agree to be bound by and subject to the terms and conditions of this Agreement binding on the Agents (including the commission schedule set forth on Exhibit B). On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, each Agent hereby severally and not jointly agrees, as agent of the Issuer, to use reasonable best efforts when requested by the Issuer to solicit offers to purchase Notes the Securities upon the terms and conditions set forth in the Time of Sale Information Prospectus, as then from time to time amended or supplemented. The Bank reserves the right, in its sole discretion, to instruct you to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of at least one business day’s prior notice from the BankIssuer as contemplated by Section 4(b) hereof, you will forthwith each Agent shall suspend its solicitations of offers to purchase purchases of Notes from the Bank until such time as the Bank has Issuer shall have furnished it with an amendment or supplement to the Registration Statement or the Prospectus, as the case may be, contemplated by Section 4(b) and shall have advised you such Agent that such solicitation may be resumed. While such solicitation is suspended, neither the Bank nor Holding shall be required to deliver any certificates, opinions or letters in accordance with Sections 6(a), 6(b) and 6(c); provided, however, that if the Registration Statement, Prospectus, or ABN Notes Prospectus Supplement is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for (i) the specific terms of the Notes, or (ii) for a change you deem to be immaterial), you shall not be required to resume soliciting offers to purchase Notes until the Bank and Holding have delivered such certificates, opinions and letters as you may request. The Bank agrees to pay to you, as consideration for the sale of each security resulting from a solicitation made or an offer to purchase received by you in connection with an offering in which you were appointed as a selling agent under a Selling Agency Invitation, a commission in the form of a discount from the purchase price of such security equal to between 0.5% and 4% (depending upon such Note’s maturity) of the principal amount of such Note (provided that the commission for Notes having a maturity of 30 years or greater will be negotiated) or such other discount as may be specified in the Time of Sale Information or Selling Agency Invitation relating to such Note. You shall communicate to the Bank, orally or in writing, each offer to purchase Notes received by you as agent that in your judgment should be considered by the Bank. The Bank shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. You shall have the right to reject any offer to purchase Notes that you consider to be unacceptable, and any such rejection shall not be deemed a breach of your agreements contained herein. The procedural details relating to the issue and delivery of Notes sold by you as agent and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined).